Item 8.01. Other Information.
The Company intends to hold its annual meeting of stockholders on
Stockholder Proposal for Inclusion in Proxy Statement. If a stockholder wants to
submit, in accordance with SEC Rule 14a-8, a proposal for inclusion in our Proxy
Statement and form of proxy for presentation at the Company's 2023 Annual
Meeting, the proposal must be provided in the manner set forth in SEC Rule 14a-8
and received by the Company at our principal executive offices at the address
below by
Stockholder Proposal Not Included in Proxy Statement. If a stockholder wants to
propose any matter for consideration of the stockholders at the 2023 Annual
Meeting other than a matter brought pursuant to SEC Rule 14a-8, the stockholder
must notify our Secretary in writing at the Company's principal executive
offices (address listed below) between
Director Nomination for Inclusion in Proxy Statement. The Company's bylaws
provide proxy access to eligible stockholders. The proxy access bylaw provides
that a stockholder, or group of up to 20 stockholders, that owns 3% or more of
the Company's outstanding common stock continuously for at least three years may
submit director nominees for up to the greater of two directors or 20% of the
Board seats provided that the stockholder and nominees satisfy the requirements
specified in Article III, Section 4 of our bylaws (a "proxy access director
nomination"). A stockholder's notice of a proxy access director nomination must
be delivered to the Company at its principal executive offices between
Director Nominations Not Included in Proxy Statement. If a stockholder does not
meet the requirements for a proxy access director nomination, the stockholder
may still nominate a director if the stockholder complies with certain
procedures set forth in the Company's Bylaws. These procedures provide that
nominations for director must be submitted in writing to the Secretary of the
Company at its principal executive offices. The Company must receive the notice
of a stockholder's intention to introduce a nomination at the Company's 2023
Annual Meeting between
In addition to satisfying the foregoing requirements under our Bylaws, to comply
with the universal proxy rules (once effective), stockholders who intend to
solicit proxies in support of director nominees other than our nominees must
provide notice that sets forth the information required by Rule 14a-19 under the
Exchange Act no later than
The specific requirements and procedures for stockholder proposals, director nominations and proxy access director nominations are set forth in our bylaws. The Company reserves the right to reject, rule out of order, or to take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements.
Notices of intention to present proposals or nominate directors at the 2023
Annual Meeting, and all supporting materials required by our bylaws, must be
submitted to:
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